TY 2012 Form 990

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(1) Ron Carter........................................................................ Trustee	1.00 .......................7.00	X				0	583	0
(2) Roy Lamkin........................................................................ Chairman	1.00 .......................7.00	X				0	587	0
(3) Paul Madeley MD........................................................................ Trustee	1.00 .......................40.00	X				0	758,942	72,210
(4) George McCleskey........................................................................ Trustee	1.00 .......................7.00	X				0	0	0
(5) J Kent Newsom........................................................................ Trustee	1.00 .......................7.00	X				0	0	0
(6) Trudi Stafford........................................................................ VP/CNO	40.00 .......................		X			174,226	0	21,240
(7) David Klein MD........................................................................ Interim President	40.00 .......................		X			366,162	0	71,114
(8) Steven Newton........................................................................ President	40.00 .......................		X			621,962	0	148,118
(9) Preshie Wilson........................................................................ VP Finance/Hosp. Fin. Off.	40.00 .......................		X			259,578	0	27,802
(10) William Boyd........................................................................ Secretary	1.00 .......................40.00		X			0	1,236,471	220,519
(11) Janice Walker........................................................................ VP/CNO	40.00 .......................40.00		X			91,526	171,982	27,906
(12) Janice Whitmire........................................................................ VP Administration	40.00 .......................40.00			X		76,816	181,879	35,776
(13) Rebecca Hardie........................................................................ VP Administration	40.00 .......................			X		178,798	0	31,433
(14) Robert Watson MD........................................................................ Medical Director	28.00 .......................				X	263,111	0	30,103
(15) Richard Myers........................................................................ Director Pharmacy	40.00 .......................				X	190,057	0	28,295
(16) Kurt Voss DO........................................................................ Medical Director	31.00 .......................				X	189,899	0	26,813
(17) Nancy Lum........................................................................ Clinical Pharmacist	42.00 .......................				X	160,936	0	25,219

(A) Name and business address	(B) Description of services	(C) Compensation
Baylor Health Care System2001 Bryan St Ste 2200DallasTX75201	Management Services	52,284,010
Aramark Services IncP O Box 651009CharlotteNC282651009	Engineering/Food Serv	6,895,767
BIR JV LLPP O Box 677466DallasTX75267	Staffing/Mgmt Services	5,055,511
HealthTexas Provider Network2001 Bryan St Ste 2200DallasTX75201	Clinical/Admin Services	3,749,123
Med Fusion LLCPO Box 222137DallasTX75222	Lab Services	3,032,890
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 42

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.	(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	14,388,881	14,388,881
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	1,516,257		1,516,257
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	102,302,025	101,915,348	386,677
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	3,290,171	3,271,343	18,828
9	Other employee benefits .......	16,070,681	15,991,848	78,833
10	Payroll taxes ...........	7,358,298	7,329,083	29,215
11	Fees for services (non-employees):
a	Management ......	988,964	988,964
b	Legal .........	58,181		58,181
c	Accounting ...........
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	69,511,268	40,154,821	29,356,447
12	Advertising and promotion ....	119,115	36,534	82,581
13	Office expenses .......	7,463,865	7,047,424	416,441
14	Information technology ......	17,539,341	17,539,341
15	Royalties ..
16	Occupancy ...........	13,689,611	13,566,900	122,711
17	Travel ............	170,665	160,552	10,113
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	259,062	258,683	379
20	Interest ...........	27,707	27,707
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	15,177,473	15,177,473
23	Insurance ..............	125,005		125,005
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	Medical Supplies	52,858,375	52,858,375
b	Recruiting	223,929	223,634	295
c	Special Functions	128,964	83,907	45,057
d	Federal Income Tax	17,580	17,580
e	All other expenses	240,486	146,940	93,546
25	Total functional expenses. Add lines 1 through 24e	323,525,904	291,185,338	32,340,566	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Part X Balance Sheet Check if Schedule O contains a response to any question in this Part X ...............
	1	Cashnon-interest-bearing .............	13,898	1	13,402
2	Savings and temporary cash investments .........	11,558	2	11,088
3	Pledges and grants receivable, net ...........		3
4	Accounts receivable, net .............	28,535,543	4	36,229,413
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
			5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
			6
7	Notes and loans receivable, net .............	221,545	7	109,640
8	Inventories for sale or use ..............	7,332,831	8	7,221,061
9	Prepaid expenses and deferred charges ..........	4,598	9	423,223
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	375,923,739
b	Less: accumulated depreciation .....	10b	210,266,299	178,457,004	10c	165,657,440
11	Investments—publicly traded securities ..........	47,800,146	11	33,040,455
12	Investments—other securities. See Part IV, line 11 .....		12
13	Investments—program-related. See Part IV, line 11 .....	2,210,110	13	2,210,110
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	42,844,635	15	43,908,294
16	Total assets. Add lines 1 through 15 (must equal line 34)......	307,431,868	16	288,824,126
	17	Accounts payable and accrued expenses .........	28,221,455	17	19,725,717
18	Grants payable .................		18
19	Deferred revenue ................	169,504	19	52,275
20	Tax-exempt bond liabilities .............		20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..		21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........		22
23	Secured mortgages and notes payable to unrelated third parties ..		23
24	Unsecured notes and loans payable to unrelated third parties ....		24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................	112,289,069	25	81,245,112
26	Total liabilities. Add lines 17 through 25.........	140,680,028	26	101,023,104
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	125,091,784	27	144,035,125
28	Temporarily restricted net assets ...........	21,028,208	28	21,638,325
29	Permanently restricted net assets ...........	20,631,848	29	22,127,572
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........		30
31	Paid-in or capital surplus, or land, building or equipment fund .....		31
32	Retained earnings, endowment, accumulated income, or other funds		32
33	Total net assets or fund balances ...........	166,751,840	33	187,801,022
34	Total liabilities and net assets/fund balances ........	307,431,868	34	288,824,126

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

(ii) A family member of a person described in (i) above? ......................

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990EZ.

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) .........

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2012. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2011. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2012

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi) and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year ......................... Arrow Bullet

Caution. An organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2 of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2 of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization Baylor All Saints Medical Center

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization Baylor All Saints Medical Center

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
Baylor All Saints Medical Center

Employer identification number

75-1008430

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed.

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b) Purpose of gift

(d) Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE C
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Political Campaign and Lobbying Activities

For Organizations Exempt From Income Tax Under section 501(c) and section 527
SchCMd Bullet

Complete if the organization is described below. SchCMd Bullet

Attach to Form 990 or Form 990-EZ.
SchCMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

If the organization answered “Yes” to Form 990, Part IV, Line 3, or Form 990-EZ, Part V, line 46 (Political Campaign Activities), then
Round Bullet

Section 501(c)(3) organizations: Complete Parts I-A and B. Do not complete Part I-C.
Round Bullet

Section 501(c) (other than section 501(c)(3)) organizations: Complete Parts I-A and C below. Do not complete Part I-B.
Round Bullet

Section 527 organizations: Complete Part I-A only.
If the organization answered “Yes” to Form 990, Part IV, Line 4, or Form 990-EZ, Part VI, line 47 (Lobbying Activities), then
Round Bullet

Section 501(c)(3) organizations that have filed Form 5768 (election under section 501(h)): Complete Part II-A. Do not complete Part II-B.
Round Bullet

Section 501(c)(3) organizations that have NOT filed Form 5768 (election under section 501(h)): Complete Part II-B. Do not complete Part II-A.
If the organization answered “Yes” to Form 990, Part IV, Line 5 (Proxy Tax) or Form 990-EZ, Part V, line 35c (Proxy Tax), then
Round Bullet

Section 501(c)(4), (5), or (6) organizations: Complete Part III.

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I-A

Complete if the organization is exempt under section 501(c) or is a section 527 organization.

Provide a description of the organization’s direct and indirect political campaign activities in Part IV.

Political expenditures .................................... SchCMd Bullet

Volunteer hours ........................................

Part I-B

Complete if the organization is exempt under section 501(c)(3).

Enter the amount of any excise tax incurred by the organization under section 4955 ......... SchCMd Bullet

Enter the amount of any excise tax incurred by organization managers under section 4955 ...... SchCMd Bullet

If the organization incurred a section 4955 tax, did it file Form 4720 for this year? ..............

Yes No

Was a correction made? .........................................

Yes No

If "Yes," describe in Part IV.

Part I-C

Complete if the organization is exempt under section 501(c), except section 501(c)(3).

Enter the amount directly expended by the filing organization for section 527 exempt function activities SchCMd Bullet

Enter the amount of the filing organization's funds contributed to other organizations for section 527 exempt function activities ................................... SchCMd Bullet

Total exempt function expenditures. Add lines 1 and 2. Enter here and on Form 1120-POL, line 17b.. SchCMd Bullet

Did the filing organization file Form 1120-POL for this year? ..........................

Yes No

Enter the names, addresses and employer identification number (EIN) of all section 527 political organizations to which the filing
organization made payments. For each organization listed, enter the amount paid from the filing organization’s funds. Also enter the amount of political contributions received that were promptly and directly delivered to a separate political organization, such as a separate segregated fund or a political action committee (PAC). If additional space is needed, provide information in Part IV.

(a) Name	(b) Address	(c) EIN	(d) Amount paid from filing organization's funds. If none, enter -0-.	(e) Amount of political contributions received and promptly and directly delivered to a separate political organization. If none, enter -0-.

For Paperwork Reduction Act Notice, see the instructions for Form 990 or 990-EZ.

Cat. No. 50084S

Schedule C (Form 990 or 990-EZ) 2012

Page 2

Part II-A

Complete if the organization is exempt under section 501(c)(3) and filed Form 5768 (election under section 501(h)).

A Check SchCMd Bullet

if the filing organization belongs to an affiliated group (and list in Part IV each affiliated group member's name, address, EIN, expenses, and share of excess lobbying expenditures).
B Check SchCMd Bullet

if the filing organization checked box A and "limited control" provisions apply.

Limits on Lobbying Expenditures (The term "expenditures" means amounts paid or incurred.)		(b) Affiliated group totals
1a	Total lobbying expenditures to influence public opinion (grass roots lobbying) ......
b	Total lobbying expenditures to influence a legislative body (direct lobbying) .......
c	Total lobbying expenditures (add lines 1a and 1b) ...................
d	Other exempt purpose expenditures ........................
e	Total exempt purpose expenditures (add lines 1c and 1d) ...............
f	Lobbying nontaxable amount. Enter the amount from the following table in both columns.
	If the amount on line 1e, column (a) or (b) is:The lobbying nontaxable amount is:
	Not over $500,00020% of the amount on line 1e.
	Over $500,000 but not over $1,000,000$100,000 plus 15% of the excess over $500,000.
	Over $1,000,000 but not over $1,500,000$175,000 plus 10% of the excess over $1,000,000.
	Over $1,500,000 but not over $17,000,000$225,000 plus 5% of the excess over $1,500,000.
	Over $17,000,000$1,000,000.

g	Grassroots nontaxable amount (enter 25% of line 1f) .................
h	Subtract line 1g from line 1a. If zero or less, enter -0-. ................
i	Subtract line 1f from line 1c. If zero or less, enter -0-. ................
j	If there is an amount other than zero on either line 1h or line 1i, did the organization file Form 4720 reporting section 4911 tax for this year? ......................................	Yes No

4-Year Averaging Period Under Section 501(h) (Some organizations that made a section 501(h) election do not have to complete all of the five columns below. See the instructions for lines 2a through 2f on page 4.)
Lobbying Expenditures During 4-Year Averaging Period
	Calendar year (or fiscal year beginning in)	(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) Total

2a	Lobbying nontaxable amount

b	Lobbying ceiling amount (150% of line 2a, column(e))

c	Total lobbying expenditures

d	Grassroots nontaxable amount

e	Grassroots ceiling amount (150% of line 2d, column (e))

f	Grassroots lobbying expenditures

Schedule C (Form 990 or 990-EZ) 2012

Page 3

Part II-B

Complete if the organization is exempt under section 501(c)(3) and has NOT filed Form 5768 (election under section 501(h)).

For each “Yes” response to lines 1a through 1i below, provide in Part IV a detailed description of the lobbying activity.

(a)

Yes

(b)

Amount

During the year, did the filing organization attempt to influence foreign, national, state or local legislation, including any attempt to influence public opinion on a legislative matter or referendum, through the use of:

Volunteers? .........................................

Paid staff or management (include compensation in expenses reported on lines 1c through 1i)? ....

Yes

Media advertisements? ....................................

Mailings to members, legislators, or the public? .........................

Publications, or published or broadcast statements? .......................

Grants to other organizations for lobbying purposes? .......................

Yes

4,668

Direct contact with legislators, their staffs, government officials, or a legislative body? ........

Yes

73,882

Rallies, demonstrations, seminars, conventions, speeches, lectures, or any similar means? ......

Other activities? ..........................

Total. Add lines 1c through 1i ...............................

78,550

Did the activities in line 1 cause the organization to be not described in section 501(c)(3)? .....

If "Yes," enter the amount of any tax incurred under section 4912 .................

If "Yes," enter the amount of any tax incurred by organization managers under section 4912 .....

If the filing organization incurred a section 4912 tax, did it file Form 4720 for this year? .......

Part III-A

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6).

Yes

Were substantially all (90% or more) dues received nondeductible by members? ................

Did the organization make only in-house lobbying expenditures of $2,000 or less? ................

Did the organization agree to carry over lobbying and political expenditures from the prior year? ..........

Part III-B

Complete if the organization is exempt under section 501(c)(4), section 501(c)(5), or section 501(c)(6) and if either (a) BOTH Part III-A, lines 1 and 2, are answered “No” OR (b) Part III-A, line 3, is answered “Yes."

Dues, assessments and similar amounts from members .....................

Section 162(e) nondeductible lobbying and political expenditures (do not include amounts of political
expenses for which the section 527(f) tax was paid).

Current year .........................................

Carryover from last year ....................................

Total ............................................

Aggregate amount reported in section 6033(e)(1)(A) notices of nondeductible section 162(e) dues .

If notices were sent and the amount on line 2c exceeds the amount on line 3, what portion of the excess does the organization agree to carryover to the reasonable estimate of nondeductible lobbying and political expenditure next year? ................................

Taxable amount of lobbying and political expenditures (see instructions) ..............

Part IV

Supplemental Information

Complete this part to provide the descriptions required for Part l-A, line 1; Part l-B, line 4; Part l-C, line 5; Part II-A (affiliated group list); Part II-A, line 2; and Part ll-B, line 1. Also, complete this part for any additional information.

Identifier	Return Reference	Explanation
Part IV, Supplemental Information:		Statement Regarding Legislative Activity Health care policy is critical to all Americans, and Baylor All Saints Medical Center ("BASMC") believes that health care providers must participate in forming health care policy by interacting with national, state and local representatives and their staff members to help them better understand the complexities and ramifications of key health care policies including, without limitation, those related to uninsured and indigent patient needs as well as the legislative and regulatory needs to assure the delivery of cost-efficient, quality health care. BASMC has established relationships with persons and industry associations that often communicate BASMC's positions on major health care issues. These contacts may include direct contact, telephone conversations and/or letters. Also, BASMC may attempt to educate the local community on certain legislative initiatives that may impact BASMC's ability to provide quality health care services to the community through direct mailings, media advertising or broadcast statements. The amount of resources (time and money) involved in these activities is insubstantial. BASMC has not intervened in any political campaign.

Schedule C (Form 990 or 990EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	7,926,112		7,926,112
b	Buildings ................	232,144,409	96,554,018	135,590,391
c	Leasehold improvements ............
d	Equipment ................	135,853,218	113,712,281	22,140,937
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				165,657,440

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value
(1) BASMC Assets at ASH Foundation				43,756,190
(2) Physician Guarantee Receivable				152,104







Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........				43,908,294

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
Physician Guarantee Liability		152,104
Note Payable to Related Organization		81,093,008







Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		81,245,112
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......		5

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5

Part XIII

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
Description of Uncertain Tax Positions Under FIN 48:	Part X, Line 2:	The filing organization does not have separate individual audited financial statements; however, the organization is included in Baylor Health Care System's combined audited financial statements (System). The System follows the provisions of ASC 740 "Income Taxes." As of June 30, 2013 and 2012, the System had no material gross unrecognized tax benefits.

Schedule D (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE H (Form 990)

Department of the Treasury
Internal Revenue Service

Hospitals

Complete if the organization answered "Yes" to Form 990, Part IV, question 20.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I

Financial Assistance and Certain Other Community Benefits at Cost

Yes

Did the organization have a financial assistance policy during the tax year? If "No," skip to question 6a ...

Yes

If "Yes," was it a written policy? .......................

Yes

If the organization had multiple hospital facilities, indicate which of the following best describes application of the financial assistance policy to its various hospital facilities during the tax year.

Applied uniformly to all hospital facilities Applied uniformly to most hospital facilities Generally tailored to individual hospital facilities

Answer the following based on the financial assistance eligibility criteria that applied to the largest number of the organization's patients during the tax year.

Did the organization use Federal Poverty Guidelines (FPG) as a factor in determining eligibility for providing free care?

If "Yes," indicate which of the following was the FPG family income limit for eligibility for free care:

Yes

100% 150% 200% Other %

Did the organization use FPG as a factor in determining eligibility for providing discounted care? If "Yes," indicate

which of the following was the family income limit for eligibility for discounted care: .........

Yes

200% 250% 300% 350% 400% Other 50000.0000000000 %

If the organization used factors other than FPG in determining eligibility, describe in Part VI the income based criteria for determining eligibility for free or discounted care. Include in the description whether the organization used an asset test or other threshold, regardless of income, as a factor in determining eligibility for free or discounted care.

Did the organization's financial assistance policy that applied to the largest number of its patients during the tax year provide for free or discounted care to the "medically indigent"? ..............

Yes

Did the organization budget amounts for free or discounted care provided under its financial assistance policy during the tax year? ............................

Yes

If "Yes," did the organization's financial assistance expenses exceed the budgeted amount? ......

Yes

If "Yes" to line 5b, as a result of budget considerations, was the organization unable to provide free or discountedcare to a patient who was eligibile for free or discounted care? ..............

Did the organization prepare a community benefit report during the tax year? ..........

Yes

If "Yes," did the organization make it available to the public? ..............

Yes

Complete the following table using the worksheets provided in the Schedule H instructions. Do not submit these worksheets with the Schedule H.

Financial Assistance and Certain Other Community Benefits at Cost

Financial Assistance and Means-Tested Government Programs		(c) Total community benefit expense	(d) Direct offsetting revenue	(e) Net community benefit expense	(f) Percent of total expense
a	Financial Assistance at cost (from Worksheet 1) ..	16,108,401	0	16,108,401	4.980 %
b	Medicaid (from Worksheet 3, column a) ....	34,136,237	24,860,671	9,275,566	2.870 %
c	Costs of other means-tested government programs (from Worksheet 3, column b) .	0	0		0 %
d	Total Financial Assistance and Means-Tested Government Programs .	50,244,638	24,860,671	25,383,967	7.850 %
Other Benefits		546,839	0	546,839	0.170 %
e	Community health improvement services and community benefit operations (from Worksheet 4) ..	546,839	0	546,839	0.170 %
f	Health professions education (from Worksheet 5) ..	822,412	0	822,412	0.250 %
g	Subsidized health services (from Worksheet 6) ..	10,000	0	10,000	0 %
h	Research (from Worksheet 7)	223,593	0	223,593	0.070 %
i	Cash and in-kind contributions for community benefit (from Worksheet 8)	2,574,976	0	2,574,976	0.800 %
j	Total. Other Benefits ..	4,177,820		4,177,820	1.290 %
k	Total. Add lines 7d and 7j .	54,422,458	24,860,671	29,561,787	9.140 %

For Paperwork Reduction Act Notice, see the Instructions for Form 990. Cat. No. 50192T Schedule H (Form 990) 2012

Schedule H (Form 990) 2012

Page

Part II

Community Building Activities Complete this table if the organization conducted any community building activities during the tax year, and describe in Part VI how its community building activities promoted the health of the communities it serves.

		(a) Number of activities or programs (optional)	(b) Persons served (optional)	(c) Total community building expense	(d) Direct offsetting revenue	(e) Net community building expense	(f) Percent of total expense
1	Physical improvements and housing
2	Economic development
3	Community support
4	Environmental improvements
5	Leadership development and training for community members
6	Coalition building
7	Community health improvement advocacy
8	Workforce development
9	Other
10	Total

Part III

Bad Debt, Medicare, & Collection Practices

Section A. Bad Debt Expense

Yes

Did the organization report bad debt expense in accordance with Heathcare Financial Management Association Statement No. 15? ..........................

Yes

Enter the amount of the organization's bad debt expense. Explain in Part VI the methodology used by the organization to estimate this amount. ......

8,491,551

Enter the estimated amount of the organization's bad debt expense attributable to patients eligible under the organization's financial assistance policy. Explain in Part VI the methodology used by the organization to estimate this amount and the rationale, if any, for including this portion of bad debt as community benefit. ......

Provide in Part VI the text of the footnote to the organization’s financial statements that describes bad debt expense or the page number on which this footnote is contained in the attached financial statements.

Section B. Medicare

Enter total revenue received from Medicare (including DSH and IME).....

93,346,616

Enter Medicare allowable costs of care relating to payments on line 5.....

100,677,491

Subtract line 6 from line 5. This is the surplus (or shortfall)........

-7,330,875

Describe in Part VI the extent to which any shortfall reported in line 7 should be treated as community benefit.Also describe in Part VI the costing methodology or source used to determine the amount reported on line 6.Check the box that describes the method used:

Cost accounting system Cost to charge ratio Other

Section C. Collection Practices

Did the organization have a written debt collection policy during the tax year? ..........

Yes

If "Yes," did the organization’s collection policy that applied to the largest number of its patients during the tax year contain provisions on the collection practices to be followed for patients who are known to qualify for financial assistance? Describe in Part VI.......................

Yes

Part IV

Management Companies and Joint Ventures(owned 10% or more by officers, directors, trustees, key employees, and physicians—see instructions)

(a) Name of entity	(b) Description of primary activity of entity	(c) Organization's profit % or stock ownership %	(d) Officers, directors, trustees, or key employees' profit % or stock ownership %	(e) Physicians' profit % or stock ownership %
1
2
3
4
5
6
7
8
9
10
11
12
13

Schedule H (Form 990) 2012

Page

Part VFacility Information

Section A. Hospital Facilities (list in order of size from largest to smallest—see instructions) How many hospital facilities did the organization operate during the tax year?1 Name, address, and primary website address
1	BASMC at Fort Worth 1400 Eighth Avenue Fort Worth,TX76104 www.baylorhealth.com	X	X	X	X

Schedule H (Form 990) 2012

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Part VFacility Information (continued)

Section B. Facility Policies and Practices

(Complete a separate Section B for each of the hospital facilities or facility reporting groups listed in Part V, Section A)

	Baylor All Saints Medical Center
Name of hospital facility or facility reporting group

For single facility filers only: line Number of Hospital Facility (from Schedule H, Part V, Section A)

Yes

Community Health Needs Assessment (Lines 1 through 8c are optional for tax years begining on or before March 23, 2012)

During the tax year or either of the two immediately preceding tax years, did the hospital facility conduct a community health needs assessment (CHNA)? If "No," skip to line 9....................

Yes

If “Yes,” indicate what the CHNA report describes (check all that apply):

A definition of the community served by the hospital facility

Demographics of the community

Existing health care facilities and resources within the community that are available to respond to the health needs of the community

How data was obtained

The health needs of the community

Primary and chronic disease needs and other health issues of uninsured persons, low-income persons, and minority groups

The process for identifying and prioritizing community health needs and services to meet the community health needs

The process for consulting with persons representing the community’s interests

Information gaps that limit the hospital facility’s ability to assess the community’s health needs

Other (describe in Part VI)

Indicate the tax year the hospital facility last conducted a CHNA: 20 12

In conducting its most recent CHNA, did the hospital facility take into account input from representatives of the community served by the hospital facility, including those with special knowledge of or expertise in public health? If “Yes,” describe in Part VI how the hospital facility took into account input from persons who represent the community, and identify the persons the hospital facility consulted ....................

Yes

Was the hospital facility’s CHNA conducted with one or more other hospital facilities? If “Yes,” list the other hospital facilities in Part VI................................

Yes

Did the hospital facility make its CHNA report widely available to the public? .............

Yes

If “Yes,” indicate how the CHNA report was made widely available (check all that apply):

Hospital facility’s website

Available upon request from the hospital facility

Other (describe in Part VI)

If the hospital facility addressed needs identified in its most recently conducted CHNA, indicate how (check all that apply to date):

Adoption of an implementation strategy that addresses each of the community health needs identified through the CHNA

Execution of the implementation strategy

Participation in the development of a community-wide plan

Participation in the execution of a community-wide plan

Inclusion of a community benefit section in operational plans

Adoption of a budget for provision of services that address the needs identified in the CHNA

Prioritization of health needs in its community

Prioritization of services that the hospital facility will undertake to meet health needs in its community

Other (describe in Part VI)

Did the hospital facility address all of the needs identified in its most recently conducted CHNA? If “No,” explain in Part VI which needs it has not addressed and the reasons why it has not addressed such needs ........

Yes

Did the organization incur an excise tax under section 4959 for the hospital facility's failure to conduct a CHNA as required by section 501(r)(3)? ...........................

If "Yes" to line 8a, did the organization file Form 4720 to report the section 4959 excise tax? ......

If "Yes" to line 8b, what is the total amount of section 4959 excise tax the organization reported on Form 4720 for all of its hospital facilities? $

Schedule H (Form 990) 2012

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Part VFacility Information (continued)

Financial Assistance Policy			Yes	No
9	Did the hospital facility have in place during the tax year a written financial assistance policy that:
	Explained eligibility criteria for financial assistance, and whether such assistance includes free or discounted care?	9	Yes
10	Used federal poverty guidelines (FPG) to determine eligibility for providing free care?...........	10	Yes
	If "Yes," indicate the FPG family income limit for eligibility for free care: 200.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
11	Used FPG to determine eligibility for providing discounted care?.................	11	Yes
	If “Yes,” indicate the FPG family income limit for eligibility for discounted care: 500.000000000000% If "No," explain in Part VI the criteria the hospital facility used.
12	Explained the basis for calculating amounts charged to patients?.................	12	Yes
	If “Yes,” indicate the factors used in determining such amounts (check all that apply):
a	Income level
b	Asset level
c	Medical indigency
d	Insurance status
e	Uninsured discount
f	Medicaid/Medicare
g	State regulation
h	Other (describe in Part VI)
13	Explained the method for applying for financial assistance?...................	13	Yes
14	Included measures to publicize the policy within the community served by the hospital facility?.......	14	Yes
	If “Yes,” indicate how the hospital facility publicized the policy (check all that apply):
a	The policy was posted on the hospital facility’s website
b	The policy was attached to billing invoices
c	The policy was posted in the hospital facility’s emergency rooms or waiting rooms
d	The policy was posted in the hospital facility’s admissions offices
e	The policy was provided, in writing, to patients on admission to the hospital facility
f	The policy was available upon request
g	Other (describe in Part VI)
Billing and Collections
15	Did the hospital facility have in place during the tax year a separate billing and collections policy, or a written financial assistance policy (FAP) that explained actions the hospital facility may take upon non-payment?.......	15	Yes
16	Check all of the following actions against an individual that were permitted under the hospital facility's policies during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)
17	Did the hospital facility or an authorized third party perform any of the following actions during the tax year before making reasonable efforts to determine the patient’s eligibility under the facility’s FAP?..........	17		No
	If “Yes,” check all actions in which the hospital facility or a third party engaged:
a	Reporting to credit agency
b	Lawsuits
c	Liens on residences
d	Body attachments
e	Other similar actions (describe in Part VI)

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Indicate which efforts the hospital facility made before initiating any of the actions listed in line 17 (check all that apply):

Notified individuals of the financial assistance policy on admission

Notified individuals of the financial assistance policy prior to discharge

Notified individuals of the financial assistance policy in communications with the patients regarding the patients’ bills

Documented its determination of whether patients were eligible for financial assistance under the hospital facility’s financial assistance policy

Other (describe in Part VI)

Policy Relating to Emergency Medical Care

Yes

Did the hospital facility have in place during the tax year a written policy relating to emergency medical care that requires the hospital facility to provide, without discrimination, care for emergency medical conditions to individuals regardless of their eligibility under the hospital facility’s financial assistance policy?..........

Yes

If “No,” indicate why:

The hospital facility did not provide care for any emergency medical conditions

The hospital facility’s policy was not in writing

The hospital facility limited who was eligible to receive care for emergency medical conditions (describe in Part VI)

Other (describe in Part VI)

Charges to Individuals Eligible for Assistance under the FAP (FAP-Eligible Individuals)

Indicate how the hospital facility determined, during the tax year, the maximum amounts that can be charged to FAP-eligible individuals for emergency or other medically necessary care.

The hospital facility used its lowest negotiated commercial insurance rate when calculating the maximum amounts that can be charged

The hospital facility used the average of its three lowest negotiated commercial insurance rates when calculating the maximum amounts that can be charged

The hospital facility used the Medicare rates when calculating the maximum amounts that can be charged

Other (describe in Part VI)

During the tax year, did the hospital facility charge any FAP-eligible individuals to whom the hospital facility provided emergency or other medically necessary services, more than the amounts generally billed to individuals who had insurance covering such care? ............................

If “Yes,” explain in Part VI.

During the tax year, did the hospital facility charge any FAP-eligible individuals an amount equal to the gross charge for any service provided to that individual? .........................

If “Yes,” explain in Part VI.

Schedule H (Form 990) 2012

Page

Part VFacility Information (continued)

Section C. Other Health Care Facilities That Are Not Licensed, Registered, or Similarly Recognized as a Hospital Facility (list in order of size, from largest to smallest) How many non-hospital health care facilities did the organization operate during the tax year?4
Name and address		Type of Facility (describe)
1	Baylor All Saints Imaging Center 1701 W Rosedale Fort Worth,TX76104	Imaging Center
2	Baylor Wound Management Program 1650 West Magnolia Suite 117 Fort Worth,TX76104	Wound Management
3	Baylor Ctr for Pain Mgmt at Burleson 12608 S Freeway Burleson,TX76028	Pain Management
4	Bariatric Excellence Program 5801 Oakbend Trail Suite 220 Fort Worth,TX76132	Bariatric Center
5
6
7
8
9
10

Schedule H (Form 990) 2012

Page

Part VI

Supplemental Information

Complete this part to provide the following information.

1	Required descriptions. Provide the descriptions required for Part I, lines 3c, 6a, and 7; Part II; Part III, lines 4, 8, and 9b; Part V, Section A; and Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22.
2	Needs assessment. Describe how the organization assesses the health care needs of the communities it serves, in addition to any needs assessments reported in Part V, Section B.
3	Patient education of eligibility for assistance. Describe how the organization informs and educates patients and persons who may be billed for patient care about their eligibility for assistance under federal, state, or local government programs or under the organization’s financial assistance policy.
4	Community information. Describe the community the organization serves, taking into account the geographic area and demographic constituents it serves.
5	Promotion of community health. Provide any other information important to describing how the organization’s hospital facilities or other health care facilities further its exempt purpose by promoting the health of the community (e.g., open medical staff, community board, use of surplus funds, etc.).
6	Affiliated health care system. If the organization is part of an affiliated health care system, describe the respective roles of the organization and its affiliates in promoting the health of the communities served.
7	State filing of community benefit report. If applicable, identify all states with which the organization, or a related organization, files a community benefit report.
8	Facility reporting group(s). If applicable, for each hospital facility in a facility reporting group provide the descriptions required for Part V, Section B, lines 1j, 3, 4, 5c, 6i, 7, 10, 11, 12h, 14g, 16e, 17e, 18e, 19c, 19d, 20d, 21, and 22.

Identifier	ReturnReference	Explanation
		Part I, Line 3c: and Line 3b: In addition to providing free care to financially indigent patients at 200% of the federal poverty guidelines ("FPG"), the organization provides discounted care to the medically indigent which is based on both the FPG (up to 500%) and the percentage of the patient's total bills from all providers in relation to the patient's annual income. Pursuant to the charity care policy, a patient's total balance due will not exceed 10% of total annual income if the patient qualifies as medically indigent. The organization also provides discounted care to those individuals whose amount of total bills, after all payments from third parties, exceeds 50% of the patient's annual income (regardless of the level of income) if the patient is unable to pay the remaining bill.
		Part I, Line 6a: The organization prepares and files an Annual Report of Community Benefit Plan with the Texas Department of State Health Services. This report is made available through the organization's website at www.baylorhealth.com.
		Part I, Line 7: A ratio of patient care cost to charges, as determined in Worksheet 2, was used to report the amounts in Part I, Lines 7a - 7d. For amounts reported on lines 7e - 7k, actual expenses for each community benefit activity are tracked and reported using both community benefit software and/or the organization's cost accounting system.Part I, Line 7b, Column (d): Includes payments from the State 1115 Medicaid Waiver Program for uncompensated care, which funds are to be used to expand indigent care.Part I, Line 7i, Column (c): Includes charity care payments of $2,477,032 that are made directly to or on the behalf of a local public hospital and/or other nonprofit organizations for the treatment of indigent patients of those organizations.
		Part I, L7 Col(f): The amount of bad debt expense included on Form 990, Part IX, line 25, but removed for Schedule H, Part I, Line 7, Column (f) totaled $0.
		Part III, Line 4: As stated in the combined audited financial statements, the organization maintains allowances for uncollectible accounts for estimated losses resulting from a payor's inability to make payments on accounts. The organization assesses the reasonableness of the allowance account based on the historical write-offs, cash collections, the aging of the accounts and other economic factors. Accounts are written off when collection efforts have been exhausted. Management continually monitors and adjusts its allowance associated with its receivable. Bad debt does not include amounts for patients who are known to qualify under the organizations charity care policy. The amount of bad debt attributable to patient's accounts is net of contractual allowance, payments received and recoveries of bad debt previously written off. The Organization has entered zero on Schedule H, Part III, Line 3; however, based on prior experience and certain demographics and other information obtained during admission, the organization believes a portion of the bad debt expenses (estimated to range from 1-5%) would be attributable to patients that would otherwise qualify for charity care. Despite all of the effort and ways the organization educates patients about qualifying for its charity care program as demonstrated in Part VI, question 3 below, many uninsured patients either refuse or fail to complete a charity care application or provide sufficient information at the time of admission, during their stay or after being discharged to qualify for assistance under the organization's charity care policy.
		Part III, Line 8: The amount reported on Part III, Section B, line 7 was calculated in accordance with the Schedule H instructions utilizing the organization's allowable cost reported in the Medicare cost report based on a cost to charge ratio. However, the allowable costs in the Medicare cost report do not reflect the actual cost of providing care to patients since the Medicare cost report excludes many direct patient care costs that are essential to providing quality care to these patients. For example, certain coverage fees to physicians, cost of Medicare C and D, and other similar direct patient care expenses are specifically excluded as allowable cost in the cost reports. Using the same methodology to calculate the unreimbursed cost of providing charity care and Medicaid (using applicable Schedule H Worksheets) would result in a shortfall of $24,071,107, which is $16,740,232 higher than the shortfall reported on Part III, Section B, Line 7. The organization believes that all of the shortfall should be considered as a community benefit for the following reasons. First, the IRS Community Benefit Standard includes the provision of care to the elderly and Medicare patients. IRS Revenue Ruling 69-545 provides, in part, that hospitals serving patients with governmental health benefits, including for example Medicare, is an indication that the hospital operates for the promotion of health in the community. Second, the organization provides care to Medicare patients regardless of this shortfall, i.e., loss, and thereby relieves the state and federal government of the burden of paying the full cost for the care of Medicare beneficiaries. Medicare does not provide sufficient reimbursement to cover the entire cost of providing care to these patients causing the organization to use other surplus funds to cover the shortfall. It is expected that reimbursement under the Medicare program will continue to decline and therefore may further limit access to care due to the anticipated reduction of participating Medicare providers in the community. As a result, the care for these patients will likely increase at, and rest on the shoulders of, nonprofit hospitals or county hospital districts. Third, many of the Medicare participants have low fixed incomes and therefore would qualify for charity care or other means tested government programs absent being enrolled in the Medicare program. Fourth, Texas nonprofit hospitals must provide a minimum level of community benefit in order to obtain exemption from state and local taxes. According to the current Texas Health and Safety Code, the unreimbursed cost of Medicare is considered to be a community benefit in determining these state statutory requirements as it helps relieve a governmental burden of providing this care that would otherwise be provided through the county hospital system in Texas.
		Part III, Line 9b: The organization's debt collection policy and procedures prohibit any collection efforts for the portion of the patient account balance that qualifies for financial assistance under the organization's charity care policy. For any remaining balances due, the same collection policy and procedures are applied equally to all patient types.
Baylor All Saints Medical Center		Part V, Section B, Line 3: Creating healthy communities requires a high level of mutual understanding and collaboration with community individuals and partner groups. The development of the community health needs assessment brought together information from community health leaders and providers along with local residents for the purposes of researching, prioritizing and documenting the community health needs for the geographies served by the hospital facility.As an affiliate of Baylor Health Care System (BHCS), the hospital facility conducted its community health needs assessment with the assistance and direction of BHCS and the guidance of the BHCS Community Benefit Committee. The mission and role of the BHCS Community Benefit Committee is to assist the BHCS Board of Trustees in setting direction, identifying priorities, and monitoring performance in mission and vision integration into community benefits across the BHCS hospital system. The Committee is comprised of trustees (current System and community board members) and other community representatives appointed by the BHCS board of trustees. The hospital facilitys community health needs assessment brings together information from a variety of sources. This assessment consolidates information from recent community health needs assessments conducted for the Texas Regional Healthcare Partnerships, the Dallas County Community Health Needs Assessment and the Consumer Health Report conducted by the National Research Corporation (NRC) for the hospital facility. Members from Baylor Health Care System participated in the development of these reports with other health care providers, community groups and others throughout the Dallas/Fort Worth Metroplex. These reports used a variety of methods to gather and assess the community including, but not limited to, surveys, meetings, and interviews. The hospital has also fostered continued community participation and outreach activities through membership in the Dallas Fort Worth Hospital Council. They have used data from this collaboration of health care providers, including data that served as the basis for this CHNA. This datadrawn from a variety of local, state and federal sourcesrepresents the most recent evaluation of Dallas/Fort Worth residents health status and the assets available to the community for improving health.In addition, data was drawn from the Healthy North Texas website (www.healthytexas.org), which was created under the direction of the Dallas Fort Worth Hospital Council Foundations Community Health Collaborative. The website features data regarding overall population health. It boasts more than 100 local health indicators that can be compared across other Texas regions and the nation. The information can be used to expose crucial health concerns in North Texas, including incidents of diabetes, breast cancer and suicide. The site also has a database of information detailing ways to combat these health ailments. Sponsors of the site include Blue Cross Blue Shield of Texas, Communities Foundation of Texas, HCA North Texas, JPS Health Network, Methodist Health System, Texas Health Resources, University of North Texas Health Science Center and Baylor Health Care System.More detailed information can be found in the hospital community health needs assessment and community benefit plan located at the following website: http://www.baylorhealth.com/About/Community/Assessments/Pages/Default.aspx
Baylor All Saints Medical Center		Part V, Section B, Line 4: As an affiliate of Baylor Health Care System, the hospital facility conducted its community health needs assessment with other related hospital facilities and with the assistance and direction of Baylor Health Care System. These related hospital facilities included the following: Baylor University Medical Center, Baylor All Saints Medical Center, Baylor Medical Center at Garland, Baylor Regional Medical Center at Grapevine, Baylor Regional Medical Center at Plano, Baylor Medical Center at Waxahachie, Baylor Medical Center at McKinney, Baylor Medical Center at Irving, Baylor Medical Center at Carrollton, Baylor Specialty Hospital, Our Childrens House at Baylor, Baylor Heart and Vascular Hospital, The Heart Hospital Baylor Plano, Baylor Medical Center at Frisco, Baylor Medical Center at Uptown, Irving/Coppell Surgical Hospital, Baylor Orthopedic and Spine Hospital at Arlington, Baylor Surgical Hospital at Fort Worth, Baylor Medical Center at Trophy Club, North Central Surgical Center, Baylor Institute for Rehabilitation at Dallas, Baylor Institute for Rehabilitation at Frisco, Baylor Institute for Rehabilitation at Northwest Dallas, Baylor Institute for Rehabilitation at Fort Worth, and Baylor Emergency Medical Center at Aubrey. Additionally, Baylor Health Care System also participated in numerous workgroups and studies used for other community health needs assessments conducted throughout the twelve county North Texas Region. The data and results of these various community health needs assessments were used by Baylor Health Care System and its affiliated hospital facilities to conduct their own community health needs assessments. Other hospital facilities in the community including county hospitals such as Parkland Memorial Hospital, John Peter Smith Hospital and other hospitals participated in these other community health needs assessments.
Baylor All Saints Medical Center		Part V, Section B, Line 11: In addition to providing free care to financially indigent patients at 200% of the federal poverty guidelines (FPG), the organization provides discounted care to the medically indigent which is based on both the FPG (up to 500%) and the percentage of the patient's total bills from all providers in relation to the patient's annual income. Pursuant to the charity care policy, a patient's total balance due will not exceed 10% of total annual income if the patient qualifies as medically indigent. The organization also provides discounted care to those individuals whose amount of total bills, after all payments from third parties, exceeds 50% of the patient's annual income (regardless of the level of income) if the patient is unable to pay the remaining bill.
Baylor All Saints Medical Center		Part V, Section B, Line 12h: The hospital has adopted a financial assistance policy written in accordance with Texas Health and Safety Code Chapter 311. In general, that statute defines charity care as providing, funding or otherwise financially supporting health care services to a person classified by the hospital as financially or medically indigent; or providing funding or otherwise financially supporting health care services provided to financially indigent persons through other nonprofit or public clinics, hospitals or hospital organizations. To determine if a patient meets the definition of financially or medically indigent in the statute, the number in the household is required. Additionally, although assets and other resources are not included in the calculation to determine whether a patient is financially or medically indigent, the organization's policy reserves the right to allow the patient's assets or other resources to be considered when determining if financial assistance will be granted.
Baylor All Saints Medical Center		Part V, Section B, Line 14g: Measures to publicize the policy within the community served by the hospital facility, include but are not limited to, the following: 1) posting signs and notices regarding the charity care policy in the emergency departments, admitting areas and business offices located throughout the organization: 2) annual posting regarding the organization's charity care program in the local newspapers: 3) information regarding financial assistance, including the organization's charity care policy, is posted on the organization's website: 4) notices about the organization's financial assistance policies are posted on each bill sent to patients including providing a phone number to access the customer service unit dedicated to answering patients billing questions, as well as provide information regarding financial assistance: and 5) the organization provides free financial counselors to help patients determine how to meet their financial obligations for services provided. Specifically financial counselors assist patients in applying for government assistance programs such as Medicaid or the organization's charity care program. Any patient may request to speak to a financial counselor when being treated at the organization. Uninsured patients who are admitted to the hospital will automatically receive help from a financial counselor. These services are provided in writing and through interpretation services in the primary language of the patient requesting assistance. Though the most often needed alternate language is Spanish, the organization can accommodate multiple languages including American Sign Language.
Baylor All Saints Medical Center		Part V, Section B, Line 20d: The organizations financial assistance policy is developed to provide discounted care to those qualifying for financial assistance to where the amount charged under the policy will always be equal to or lower than the average of the three largest (by volume) negotiated commercial insurance rates. However, for those qualifying as medically indigent and whose income level is from 200% to 500% of the federal poverty level shall not be billed more than 10% of their annual income which is generally lower than the methodology listed above and the three methods listed in Question Part V, Line 20ac.
		Part VI, Line 2: During the fiscal year ending June 30, 2013, the Organization conducted a Community Health Needs Assessment (CHNA) to assess the health care needs of the community for each of its licensed hospital facilities and developed an implementation strategy to address the needs identified in the CHNAs. The CHNAs were conducted in accordance with state and federal guidelines including Internal Revenue Code Section 501(r) and the Texas Health and Safety Code Section 311. These CHNAs and implementation strategies have been made widely available to the public and are located on the Organizations website at the following address: www.BaylorHealth.com/Community.
		Part VI, Line 3: The organization is committed to promoting health in the community including providing or finding financial assistance programs to assist patients. Patients who may qualify for financial assistance through the organization's charity care program or other federal, state and local government programs are informed and educated about their eligibility in several ways including, but not limited to, the following: 1) posting signs and notices regarding the charity care policy in the emergency departments, admitting areas and business offices located throughout the organization: 2) annual posting regarding the organization's charity care program in the local newspapers: 3) information regarding financial assistance, including the organization's charity care policy, is posted on the organization's website: 4) notices about the organization's financial assistance policies are posted on each bill sent to patients including providing a phone number to access the customer service unit dedicated to answering patients billing questions, as well as provide information regarding financial assistance: and 5) the organization provides free financial counselors to help patients determine how to meet their financial obligations for services provided. Specifically financial counselors assist patients in applying for government assistance programs such as Medicaid or the organization's charity care program. Any patient may request to speak to a financial counselor when being treated at the organization. Uninsured patients who are admitted to the hospital will automatically receive help from a financial counselor. These services are provided in writing and through interpretation services in the primary language of the patient requesting assistance. Though the most often needed alternate language is Spanish, the organization can accommodate multiple languages including American Sign Language.
		Part VI, Line 4: The hospitals community is defined and summarized below. Additional information regarding the community can also be found in the hospitals community health needs assessment and implementation strategy located on the organizations website at www.BaylorHealth.com/Community.Baylor All Saints Medical Center (Baylor All Saints) is located in Tarrant County and its total service area includes zip codes primarily from the urban/suburban areas of Tarrant, Parker, Hood and Johnson counties covering more than 1,196,000 residents. The average household income is $64,678 with 11.5 percent living below the federal poverty level. Additionally, 11.8 percent is uninsured and 16.6 percent of the population is enrolled in Medicaid. There are three designated medically underserved areas in the Baylor All Saints service area. In addition to Baylor All Saints, there are 21 other hospitals providing hospital care to the service area.
		Part VI, Line 5: With the oversight of an independent volunteer community board and Baylor Health Care System, the organization's sole member, the organization has promoted health and benefited the community by providing access to more than 20 specialty centers designed to treat a range of medical conditions. The organization's governing body is comprised of volunteer community representatives that provide leadership and governance for the organization. The members of the governing body contribute their wisdom, insights, and expertise to ensure the organization is fulfilling its mission and charitable purpose while providing efficient administrative support services and direction for the System. The members are well respected residents and/or own businesses in the organization's primary or secondary service area and understand the needs of the community. The medical staff of the organization is open to all physicians in the community who meet membership and clinical privilege requirements. Surplus funds are continuously utilized to maintain access to limited patient services or expand access points of care to patients throughout the community including, but not limited to, the following: The organization provides access to quality medical services including areas of excellence such as cardiology, neuroscience, transplantation, orthopaedics, oncology, women's services, outpatient care, bariatrics, and behavioral health. The organization serves more than 108,000 people annually through its community medical center which include a rehabilitation and fitness center, and a variety of specialty medical services. Some of those services are provided despite a financial loss to the organization.The organization operates an emergency department accepting all patients without the regard for the ability to pay. The emergency room is operated 24 hours a day, seven days a week.The Organization provides financial assistance in the form of charity care to patients who are indigent and satisfy certain requirements. Additionally, the Organization is committed to treating patients who are eligible for means tested government programs such as Medicaid and other government sponsored programs including Medicare, which is provided regardless of the reimbursement shortfall, and thereby relieves the state and federal government of the burden of paying the full cost of care for these patients. Often, patients are unaware of the federal, state and local programs open to them for financial assistance, or they are unable to access them due to the cumbersome enrollment process required to receive these benefits. The Organization offers assistance in enrollment to these government programs or extends financial assistance in the form of charity care through the Organizations Financial Assistance Policy which can be located on the Baylor Health Care System website at BaylorHealth.com/FinancialAssistance.As part of its commitment to the community, the organization has developed a comprehensive women's health program including a facility (Paul and Judy Andrews Women's Hospital) specifically designed to offer the next generation in women's health including a midwife center which provides primary care for normal maternity, newborn and gynecological care. The midwife center was created to extend services from all walks of life including family planning, well woman gynecology, prescriptions, prenatal care, labor and delivery management, pain management, social services, and post partum and counseling in all areas of women's health maintenance. The American College of Nurse-Midwives Benchmarking Program has identified the organization as a "best practice" facility for operative vaginal births. The program enables the organization to compare itself to other high volume midwife practices and obstetrics providers of similar size. Benchmarking is on part of the organizations internal quality assurance program. The organization is also committed to promoting the health and well being of individuals and families beyond the health activities of the traditional hospital or clinic setting through its community outreach programs. These programs are targeted to positively altering the health of the community through outreach and education on such topics as adult nutrition, childhood obesity, and support groups for individuals suffering with diseases such as diabetes, cardiovascular and pulmonary diseases, and cancer.Designated by the Health Resources and Services Administration as a medically underserved area, medical education is a crucial part of the organization's mission. During a nurses training, clinical skills and professional competencies are developed to provide the nurse with the ability to take on increasing responsibility for patient care. Quality teaching programs add many dimensions to the organization's ability to serve patients. Teaching programs also aid attending teaching nurse staff in keeping their own knowledge current. Upon completion of their education programs at the organization, many nurses remain in North Texas, providing a continuous supply of well-trained medical professionals for the region.
		Part VI, Line 6: The organization is part of a large faith based integrated health care delivery system ("System") serving the health care needs of the twelve county Dallas-Fort Worth metroplex area. The System exists to serve all people through exemplary health care, education, research and community service. Community benefits are provided through the provision of charity care, governmental sponsored programs (such as Medicaid and Medicare), medical research, medical education, community health improvement services, donations to other nonprofit health care providers, and many other community service activities. During the year, the affiliated nonprofit hospitals reported community benefits (as reported to the Texas Department of State Health Services, and in accordance with the State of Texas Statutory methodology) in excess of $638,100,000. The System's nonprofit hospitals provided community benefits (as reported on the IRS Form 990, Schedule H) in excess of $352,700,000 during the tax year. The Texas Annual Statement of Community Benefit Standard includes approximately $269,600,000 of unreimbursed cost of Medicare that is not included in the IRS Form 990, Schedule H. The System is comprised of separate legal entities including philanthropic foundations, a research institute, a physician network, acute care hospitals, short-stay hospitals, specialty hospitals, ambulatory surgery centers and other health care providers all which fall under the common control of Baylor Health Care System, the organization's sole member. As part of the System, certain affiliates make grants and/or contributions to other related nonprofit affiliates to help financially support and/or fund worthy community benefits activities. The System has also established a patient transfer system among the affiliated hospitals allowing patients needing a particular level of care to be transferred as needed to a related hospital that can provide that service in an efficient and effective manner. As part of the System, all hospitals and other affiliated health care providers are required to adhere to high standards for medical quality, patient safety and patient satisfaction. These standards are set forth by Baylor Health Care System, the organization's sole member, which helps ensures consistency across the System.
Reports Filed With States	Part VI, Line 7	TX

Schedule H (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
Baylor All Saints Medical Center

Employer identification number
75-1008430

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(e) Amount of non-cash assistance	(f) Method of valuation (book, FMV, appraisal, other)	(g) Description of non-cash assistance	(h) Purpose of grant or assistance
(1) Tarrant County Indigent Care Corporation 612 East Lamar Blvd Arlington,TX76011	26-0548532	501(c)(3)	2,991,246		N/A	N/A	Indigent Care
(2) North Texas Area Community Health Centers 2100 N Main Suite 107 Fort Worth,TX761648511	54-2117989	501(c)(3)	6,882		N/A	N/A	Indigent Care
(3) Cornerstone Assistance Network 3500 Noble Ave Fort Worth,TX76111	75-2417646		3,075		N/A	N/A	Indigent Care
(4) All Saints Health Foundation 1400 Eighth Ave Fort Worth,TX76104	75-1947007	501(c)(3)	11,010,000		N/A	N/A	General Support
(5) Grand Prairie Wellness Center 1710 Small Street Grand Prairie,TX75050	75-2877107	501(c)(3)	4,634		N/A	N/A	Indigent Care
(6) Grapevine Relief and Community Exchange PO Box 412 Grapevine,TX76099	75-2195702	501(c)(3)	4,119		N/A	N/A	Indigent Care
(7) Healing Shepherd Clinic 1350 E Lancaster Fort Worth,TX76102	26-4350657	501(c)(3)	5,020		N/A	N/A	Indigent Care
(8) Mansfield Caring Place 990 Hwy 287 N106-145 Mansfield,TX76063	27-0537258	501(c)(3)	3,347		N/A	N/A	Indigent Care
(9) Mission Arlington Mission Metroplex 212 w South Street Arlington,TX76010	75-2354962	501(c)(3)	4,377		N/A	N/A	Indigent Care
(10) Muslim Community Center of Human Services 10 Homeplace Ct Arlington,TX76016	75-2580088	501(c)(3)	4,377		N/A	N/A	Indigent Care
(11) Baylor Research Institute 2001 Bryan Street Suite 2200 Dallas,TX75201	75-1921598	501(c)(3)	351,554	0	N/A	N/A	Research

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2012

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information.

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Identifier	Return Reference	Explanation
Procedure for Monitoring Grants in the U.S.:	Part I, Line 2:	Schedule I, Part I, Line 2: Monitoring Grants & Other Assistance As part of its mission, the organization provides grants and other assistance to related organizations and/or unrelated not-for-profit organizations which are religious, charitable, scientific, or educational in nature, within the meaning of Internal Revenue Code Section 501(c)(3), when the use will further one or more tenets of Baylor's charitable mission and one of the following criteria for use of these funds is met: (1)Fulfills a need identified by a community needs assessment conducted by Baylor Health Care System (BHCS) or a third party (such as Community Health Check Up or by the United Way) and adopted as a priority by BHCS's Community Service Advisory Council, (2) Serves an under-served community or group of people through medical mission work to improve their health status. For related organizations, all grants and other assistance are subject to the policies and procedures set forth by BHCS which ensures all funds are used in accordance with the guidelines set forth above and in accordance with the related organization's exempt purpose. Grants and other assistance provided to unrelated organizations are typically monitored by personal inspection. Examples include providing assistance to entities where the filing organization's employee serves as a Board Member for the recipient organization or through attendance at community events where the filing organization employees work as volunteers or to help coordinate these events.

Schedule I (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......

Yes

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)Paul Madeley MDTrustee	(i) (ii)	0 422,718	0 1,786	0 334,438	0 54,893	0 17,317	0 831,152	0 299,220
(2)Trudi StaffordVP/CNO	(i) (ii)	135,035 0	39,191 0	0 0	6,979 0	14,261 0	195,466 0	0 0
(3)David Klein MDInterim President	(i) (ii)	277,059 0	76,218 0	12,885 0	42,003 0	29,111 0	437,276 0	0 0
(4)Steven NewtonPresident	(i) (ii)	411,928 0	196,450 0	13,584 0	127,303 0	20,815 0	770,080 0	0 0
(5)Preshie WilsonVP Finance/Hosp. Fin. Off.	(i) (ii)	211,968 0	47,610 0	0 0	10,798 0	17,004 0	287,380 0	0 0
(6)William BoydSecretary	(i) (ii)	0 561,174	0 291,880	0 383,417	0 194,567	0 25,952	0 1,456,990	0 360,186
(7)Janice WalkerVP/CNO	(i) (ii)	47,024 167,901	44,502 0	0 4,081	2,421 0	4,626 20,859	98,573 192,841	0 0
(8)Janice WhitmireVP Administration	(i) (ii)	76,766 128,219	0 52,652	50 1,008	7,785 17,356	0 10,635	84,601 209,870	0 0
(9)Rebecca HardieVP Administration	(i) (ii)	145,455 0	33,293 0	50 0	7,810 0	23,623 0	210,231 0	0 0
(10)Robert Watson MDMedical Director	(i) (ii)	263,111 0	0 0	0 0	12,500 0	17,603 0	293,214 0	0 0
(11)Richard MyersDirector Pharmacy	(i) (ii)	160,737 0	29,320 0	0 0	8,387 0	19,908 0	218,352 0	0 0
(12)Kurt Voss DOMedical Director	(i) (ii)	189,899 0	0 0	0 0	9,703 0	17,110 0	216,712 0	0 0
(13)Nancy LumClinical Pharmacist	(i) (ii)	160,914 0	0 0	22 0	6,477 0	18,742 0	186,155 0	0 0
(14)Susan Hall-JonesDirector Acute Care	(i) (ii)	133,729 0	22,631 0	0 0	6,953 0	18,127 0	181,440 0	0 0
(15)Jason WhitfieldFormer Officer	(i) (ii)	0 242,604	0 48,078	0 10,546	0 36,644	0 26,806	0 364,678	0 0

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation
	Part I, Line 1a	Tax indemnification and gross up payments - The organization provides tax indemnification where an authorized member of management determines there is justification to reimburse an individual for the tax impact on certain taxable, non-cash benefits provided to them. All tax indemnification payments provided are treated as taxable compensation. One person listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
	Part I, Line 1a	Discretionary spending account-The organization provides eligible employees who travel frequently in their personal vehicle an auto expense allowance in lieu of reimbursement for business mileage under the organization's business travel and expense reimbursement policy. All auto expense allowances are treated as taxable compensation. Two of the persons listed in the Form 990, Part VII, Section A, received this benefit during the tax year.
	Part I, Line 4b	In order to recruit and retain key talent, Baylor Health Care System ("BHCS") offers a supplemental non qualified retirement plan to eligible employees. The plan provides an annual benefit (based on a percentage of compensation) to the employee that is paid to the employee on a future date upon vesting in the plan. The following individual(s) participated in and/or received payments (noted in parenthesis) from BHCS' supplemental non qualified retirement plan during the tax year: Jason Whitfield, Steve Newton, William Boyd ($253,486), Paul Madeley, M.D. ($299,220), Janice Whitmire and David Klein. Also, select certain officers, as designated by BHCS's governing body, are eligible to participate in a Long Term Incentive Plan that is designed to recognize the key senior leaders value and contribution to BHCS as well as align their compensation to the long term strategy of BHCS. Performance targets are based upon a percentage of the participant's base salary and are developed by independent third party expert(s) using market competitive data within the guides of reasonableness. The plan is based on BHCS's three-year performance against its peers, determined based on peer rankings or percentile rankings in quality, patient satisfaction and financial performance. At the end of three years, awards are determined by BHCS's governing body for participants. Payouts are partially made in cash and the remainder vests over an additional two year period. The following individuas participated in and/or received payments (noted in parenthesis) from this plan during the tax year: Steven Newton ($66,902) and William Boyd ($214,839).
	Part I, Line 7	The organization has adopted and implemented BHCS's, the organization's sole member, Performance Award Program to provide a market competitive total cash compensation incentive program that is designed to attract and retain key leaders and establish greater individual accountability and alignment to business performance. Payout targets are based upon a percentage of base pay and are developed by independent third party expert(s) using comparable market competitive data within the bounds of reasonableness and that are reviewed and approved by BHCS's governing body. Payout levels are based upon a combination of system, entity, and individual performance using various metrics related to quality, patient satisfaction, employee retention, and financal stewardship. BHCS's governing body may approve modifications to annual incentive awards provided under the program consistent with market comparability data.
Supplemental Information	Part III	Supplemental Information: Governing Body Compensation The members of the governing body serve on a voluntary basis and receive no cash compensation from the organization for these duties as a member of the governing body. Some, but not all, members have received modest benefits incident to their service on the board and/or multiple board committees or received compensation as an employee of a related organization. These benefits include reimbursement for certain reasonable expenses paid on behalf of the member's spouse while accompanying the member on business travel on behalf of the related organization and/or a wellness physical. All such benefits are treated as taxable compensation to the extent required by law and are reported in the Form 990 where applicable.

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V, line 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501(c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(c) Description of transaction	(d) Corrected?
1(a) Name of disqualified person	(c) Description of transaction	Yes	No

Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22

(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	(d) Loan to or from the organization?		(e)Original principal amount	(f)Balance due	(g) In default?		(h) Approved by board or committee?		(i)Written agreement?
(a) Name of interested person	(b) Relationship with organization	(c) Purpose of loan	To	From	(e)Original principal amount	(f)Balance due	Yes	No	Yes	No	Yes	No






Total ...... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of assistance	(d) Type of assistance	(e) Purpose of assistance

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2012

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) Fort Worth Surgicare Partners Ltd (FWSP)	Steve Newton, organization's President, serves as a board member of FWSP.	139,976	Purchased Services		No
(2) Fort Worth Surgicare Partners Ltd (FWSP)	David Klein, organization's COO, serves as a board member of FWSP.	139,976	Purchased Services		No

Part V

Supplemental Information
Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation
Schedule L, Part IV, Transactions with Interested Persons:		The interested person listed above in Part IV, Fort Worth Surgicare Partners, Ltd, is a controlled affiate of Baylor Health Care System (BHCS), the organization's sole member. The organization's employees were appointed by BHCS to serve as board members of the controlled affilate.The individuals were appointed by BHCS to serve as board representatives of the controlled affiliate to ensure they are operated in a charitable manner and in accordance with BHCS's and the organization's mission and tax exempt status. The appointment of the board representatives to serve on the governing body of the related partnership is consistent with IRS guidance such as Revenue Ruling 98-15 and other related rulings requiring the exempt organization to maintain control of partnerships and joint ventures. In those instances, the board representatives do not have a financial interest in the organization or the related partnership, do not receive any financial benefit from transactions between the organization and the related partnerhsip, and serve only in a voluntary capacity as a board member.

Schedule L (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Identifier	Return Reference	Explanation
	Form 990, Part VI, Section A, line 6	Members or stockholders: The organization is a Texas nonprofit membership organization in which Baylor Health Care System ("BHCS"), a tax exempt, Texas nonprofit corporation, is the sole member.
	Form 990, Part VI, Section A, line 7a	Election of members of governing body by members, stockholders, or other persons: The sole member, BHCS, elects and removes the members of the governing body.
	Form 990, Part VI, Section A, line 7b	Governing body decisions subject to approval: All rights and powers are reserved to the sole member, BHCS, except only those rights and powers expressly set forth in the bylaws, required by state or federal law, or to meet the requirements and standards promulgated by Joint Commission. For example, the member's reserved rights and powers include, without limitation, approval of the organization's articles of incorporation and bylaws and amendments thereto, appointment and removal of members of the organization's governing body, approval of dissolutions and mergers, and other similar decisions over the organization.
	Form 990, Part VI, Section B, line 11	Process used to review the Form 990: The Form 990 is prepared and reviewed by BHCS's tax department. During the return preparation process the tax department works with other functional areas including finance, accounting, treasury, legal, human resources, and corporate compliance for advice, information and assistance to prepare a complete and accurate return. Upon completion, the Form 990 is reviewed by the organization's President, financial officer and/or other key officers. A complete final copy of the return is provided to the organization's governing body prior to filing with the IRS.
	Form 990, Part VI, Section B, line 12c	Process used to monitor and enforce compliance with the organization's conflict of interest policy: Persons with the actual or perceived ability to influence the organization have the duty to disclose annually and otherwise promptly as potential conflicts are identified, any familial, professional or financial relationships with entities or individuals that do, or seek to do business with the organization or that compete with the organization. These individuals include the organization's officers, governing body, management, physicians with administrative services agreements and other key personnel who interact with outside organizations or businesses on behalf of the organization. The BHCS Board of Trustees Audit and Compliance Committee and the BHCS Corporate Compliance Committee reviewed all relevant disclosures submitted by these individuals to determine whether a conflict of interest exists and to determine an appropriate resolution, if necessary. Any individual with a perceived or potential conflict is prohibited from voting or participating in the decision making process regarding such transaction with that individual.
	Form 990, Part VI, Section B, line 15	Process for determining compensation: The organization, a controlled affiliate of BHCS, recognizes that those chosen to lead the organization are vital to its ongoing success and growth. Thus, it must attract, retain and engage the highest quality officers and key employees to lead the organization and help BHCS maintain its national reputation for achieving high targets for medical quality, patient safety, and patient satisfaction. A significant portion of the organization's officers' and key employees' total compensation is based on significant performance achievements. This strategy, known as the Performance Award Program, works to put a greater emphasis on the importance of the organization achieving targeted improvements in the areas of People, Quality, Patient Satisfaction and Financial Stewardship, annually. Total executive compensation is part of an integrated talent management strategy developed by the BHCS Board of Trustees and its Compensation and Governance Committee (Committee) to attract, motivate, and retain the best leadership resources for the organization. Executive compensation is determined pursuant to guidelines outlined in the intermediate sanction rules under IRC Section 4985 including taking steps to meet the rebuttable presumption standard of reasonableness under Treasury Regulation 53.4958-6, as summarized below. When making compensation decisions, the organization compares itself to similar-sized, and structured businesses including other integrated health care service systems and other similar-sized organizations, both locally and nationally. The BHCS Board of Trustees and Committee, on behalf of the organization, work directly with independent compensation expert(s) to identify reasonable and competitive market rates as well as provide an annual review of the total compensation of the organization's top management officials and key employees. The Committee is made up of members of the BHCS Board of Trustees, who are independent, community volunteers. Guided by the information provided by the independent compensation expert(s), the Committee approves and recommends to the BHCS Board of Trustees salary increases, earned incentives, and benefit offerings for the organization's President, other officers and/or key employees to be comparable to similar organizations for similar services and/or positions. Furthermore, the Committee is charged with the responsibility of reviewing annually the major elements of the executive compensation program to assure designs remain consistent with the business needs, market practices, and compensation philosophy. As part of the decision making process, the Committee will often meet in executive session to discuss and review recommendations made by the independent compensation expert(s). During the executive session no officer or key employee whose compensation is being reviewed is present during these discussions. All decisions are contemporaneously documented in the Committee minutes which are timely reviewed and approved by the Committee.
	Form 990, Part VI, Section C, line 19	Process for making governing documents, conflict of interest policy, & financial statements available to the public: The organization's articles of incorporation and amendments thereto are made available to the public by the filing of those documents with the Texas Secretary of State. Also, the organization is included within the combined financial statements of BHCS that are made available to the public by the posting of those documents through DAC Bond and are attached to this return. The organization's other governing documents and conflicts of interest policy are not made available to the public.
Other Fees	Form 990, Part IX, line 11g	Intercompany Expenses: Program service expenses 5,938,160. Management and general expenses 215,328. Fundraising expenses 0. Total expenses 6,153,488. Contract Labor : Program service expenses 12,420,680. Management and general expenses 3,954. Fundraising expenses 0. Total expenses 12,424,634. Other Purchased Services: Program service expenses 9,459,540. Management and general expenses 440,880. Fundraising expenses 0. Total expenses 9,900,420. Repairs : Program service expenses 2,724,391. Management and general expenses 9,181. Fundraising expenses 0. Total expenses 2,733,572. Professional Fees : Program service expenses 6,118,095. Management and general expenses 620,404. Fundraising expenses 0. Total expenses 6,738,499. Lab Fees : Program service expenses 3,493,955. Management and general expenses 0. Fundraising expenses 0. Total expenses 3,493,955. Corporate Overhead : Program service expenses 0. Management and general expenses 28,066,700. Fundraising expenses 0. Total expenses 28,066,700.
Changes in Net Assets or Fund Balances:	Form 990, Part XI, line 9:	Change in Net Assets Held at BHCS Foundation 2,107,617. FAS 87 Amortized 3,660,315. Volunteer Auxiliary 8,475. Transfer to/from BHCS-Liability Reserve -2,794,523.
	Supplemental Information: IRC Section 6038 Statement:	Baylor All Saints is controlled by BHCS, Employer Identification Number 75-1812652. BHCS also owns Health Care Insurance Company of Texas, Ltd. (HCIC). HCIC is a controlled foreign corporation. BHCS furnishes all information required of Baylor All Saints by IRC Section 6038 and the regulations thereunder with respect to HCIC. Therefore, pursuant to Treasury Regulation Sec. 1.6038-2(j)(2), Baylor All Saints is excepted from providing such information. BHCS files its Return of Organization Exempt from Income Tax in Ogden, Utah.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

Baylor All Saints Medical Center

Employer identification number

75-1008430

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) Baylor Health Care System 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1812652	Management Services	TX	501(c)(3)	11, Type III	N/A		No
(2) Baylor University Medical Center 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1837454	Acute Care Hospital	TX	501(c)(3)	3	Baylor Health Care System	Yes
(3) Baylor Medical Centers at Garland and McKinney 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1037591	Acute Care Hospital	TX	501(c)(3)	3	Baylor Health Care System	Yes
(4) Baylor Medical Center at Irving 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2586857	Acute Care Hospital	TX	501(c)(3)	3	Baylor Health Care System	Yes
(5) Baylor Medical Center at Waxahachie 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1844139	Acute Care Hospital	TX	501(c)(3)	3	Baylor Health Care System	Yes
(6) Baylor Regional Medical Center at Plano 2001 Bryan Street Suite 2200 Dallas,TX75201 82-0551704	Acute Care Hospital	TX	501(c)(3)	3	Baylor Health Care System	Yes
(7) Baylor Regional Medical Center at Grapevine 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1777119	Acute Care Hospital	TX	501(c)(3)	3	Baylor Health Care System	Yes
(8) Baylor Institute for Rehabilitation at Gaston Episcopal Hospital 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1037226	Rehabilitation Hospital	TX	501(c)(3)	3	Baylor Health Care System	Yes
(9) Baylor Specialty Health Centers 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1765385	Long Term Care Hospitals	TX	501(c)(3)	3	Baylor Health Care System	Yes
(10) Baylor Health Care System Foundation 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1606705	Fundraising	TX	501(c)(3)	7	Baylor Health Care System	Yes
(11) All Saints Health Foundation 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1947007	Fundraising	TX	501(c)(3)	7	Baylor All Saints Medical Center	Yes
(12) HealthTexas Provider Network 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2536818	Physician Practices	TX	501(c)(3)	3	Baylor Health Care System	Yes
(13) Baylor Health Services 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1917311	Inactive	TX	501(c)(3)	3	Baylor Health Care System	Yes
(14) Baylor Research Institute 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1921898	Research	TX	501(c)(3)	4	Baylor Health Care System	Yes
(15) Southern Sector Health Initiative 2001 Bryan Street Suite 2200 Dallas,TX75201 26-3087442	Diabetes Health & Wellness Center	TX	501(c)(3)	11, Type I	Baylor University Medical Center	Yes
(16) Baylor Health Care System Employee Benefit Trust 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1848557	VEBA	TX	501(c)(9)		Baylor Health Care System	Yes
(17) Irving Healthcare Foundation 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1570933	Fundraising	TX	501(c)(3)	7	Baylor Medical Center at Irving	Yes
(18) Tarrant County Indigent Care Corporation 612 East Lamar Blvd Arlington,TX76011 26-0548532	Indigent Care	TX	501(c)(3)	11, Type I	Baylor All Saints Medical Center		No
(19) Healthy Tarrant County Collaboration 1301 Pennslyvania Ave Fort Worth,TX76104 43-2087946	Health Promotion	TX	501(c)(3)	11, Type I	Baylor All Saints Medical Center		No
(20) Baylor Medical Center at Carrollton 2001 Bryan Street Suite 2200 Dallas,TX75201 45-4510252	Acute Care Hospital	TX	501(c)(3)	3	Baylor Health Care System	Yes

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) MEDCO Construction LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 20-5965871	Construction	TX	N/A
(2) Baylor Affiliated Services LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 26-0614730	Benefit Plans	TX	N/A
(3) Baylor Heart and Vascular Center LLP 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2834135	Specialty Hospital	TX	N/A
(4) Texas Heart Hospital of the Southwest LLP 2001 Bryan Street Suite 2200 Dallas,TX75201 41-2101361	Specialty Hospital	TX	N/A
(5) HealthTexas Provider Network-Gastro Serv LLP 2001 Bryan St Ste 2200 Dallas,TX75201 73-1697736	Ambulatory Surgery Center	TX	N/A
(6) Texas Health Venture Group LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2696845	Holds interests in ASCs/ Short Stay Hospitals	TX	N/A
(7) Dallas Surgical Partners LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 72-2183815	Ambulatory Surgery Center	TX	N/A
(8) Valley View Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2900902	Ambulatory Surgery Center	TX	N/A
(9) Denton Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2708579	Ambulatory Surgery Center	TX	N/A
(10) Bellaire Outpatient Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2297308	Ambulatory Surgery Center	TX	N/A
(11) Grapevine Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2854711	Ambulatory Surgery Center	TX	N/A
(12) Lewisville Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2862263	Ambulatory Surgery Center	TX	N/A
(13) North Garland Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2399993	Ambulatory Surgery Center	TX	N/A
(14) Garland Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2764855	Ambulatory Surgery Center	TX	N/A
(15) Arlington Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2748040	Ambulatory Surgery Center	TX	N/A
(16) Rockwall Ambulatory Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-5506447	Ambulatory Surgery Center	TX	N/A
(17) Metroplex Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2567179	Ambulatory Surgery Center	TX	N/A
(18) Baylor Surgicare at Plano LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-0308454	Ambulatory Surgery Center	TX	N/A
(19) RockwallHeath Surgery Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-0334166	Ambulatory Surgery Center	TX	N/A
(20) Irving Coppell Surgical Hospital LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 54-2086863	Short Stay Hospital	TX	N/A
(21) North Central Surgical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-1508140	Short Stay Hospital	TX	N/A
(22) Trophy Club Medical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 48-1260190	Short Stay Hospital	TX	N/A
(23) Ft Worth Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2658178	Short Stay Hospital	TX	N/A
(24) Frisco Medical Center LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2865177	Short Stay Hospital	TX	N/A
(25) MSH Partners LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2829613	Short Stay Hospital	TX	N/A
(26) Arlington Ortho & Spine Hospital LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-1578178	Short Stay Hospital	TX	N/A
(27) University Surgical Partners of Dallas LLP 15305 Dallas Pkwy Suite 1600 Addison,TX75001 55-0823809	Ambulatory Surgery Center	TX	N/A
(28) Baylor Surgicare at Granbury LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 26-3896477	Ambulatory Surgery Center	TX	N/A
(29) Baylor Surgicare at Mansfield LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-1835675	Ambulatory Surgery Center	TX	N/A
(30) Physicians Surgical Center of Ft Worth LLP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-8303422	Ambulatory Surgery Center	TX	N/A
(31) Desoto Surgicare Partners Ltd 15305 Dallas Parkway Suite 1600 Addison,TX75001 75-2592508	Ambulatory Surgery Center	TX	N/A
(32) Metrocrest Surgery Center LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 03-0380493	Ambulatory Surgery Center	TX	N/A
(33) Lone Star Endoscopy Center LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-3635726	Ambulatory Surgery Center	TX	N/A
(34) Tuscan Surgery Center at Las Colinas LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-3578014	Ambulatory Surgery Center	TX	N/A
(35) Baylor Surgicare at Ennis LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-4202856	Ambulatory Surgery Center	TX	N/A
(36) Baylor Surgicare at Plano Parkway LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 27-4282604	Ambulatory Surgery Center	TX	N/A
(37) BIR JV LLP 4714 Gettysburg Rd Mechanicsburg,PA17055 27-4586141	Rehabilitation Hospitals	TX	N/A
(38) Park Cities Surgery Center LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 56-2357079	Ambulatory Surgery Center	TX	N/A
(39) GlobalRehab LP 4714 Gettysburg Rd Mechanicsburg,PA17055 28-8077072	Rehabilitation Hospitals	TX	N/A
(40) GlobalRehab-Fort Worth LP 4714 Gettysburg Rd Mechanicsburg,PA17055 20-5558682	Rehabilitation Hospitals	TX	N/A
(41) EBD JV LLP 10077 Grogans Mill Rd Suite 100 The Woodlands,TX77380 45-5434614	Free-standing ER's	TX	N/A
(42) BTDI JV LLP 5214 Maryland Way Suite 200 Brentwood,TN37207 46-2908086	Imaging Centers	TX	N/A
(43) THVG Bariatric LLC 15305 Dallas Parkway Suite 1600 Addison,TX75001 38-3894636	Holds interests in Ambulatory Surgery Centers	TX	N/A
(44) Specialty Surgery Center of Fort Worth LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-1942281	Ambulatory Surgery Center	TX	N/A
(45) Surgery Center of Richardson Phys Pship LP 15305 Dallas Parkway Suite 1600 Addison,TX75001 20-0606781	Ambulatory Surgery Center	TX	N/A

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(h) Percentage ownership	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets		Yes	No
(1) Baylor Health Enterprises LP 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1997378	Fitness Center/Pharmacy/ Hotel	TX	N/A	C				Yes
(2) Baylor Health Network Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2463251	Billing/ Collection	TX	N/A	C				Yes
(3) BMP Incorporated 2001 Bryan Street Suite 2200 Dallas,TX75201 75-1436779	Post Office	TX	N/A	C				Yes
(4) Health Care Insurance Company of Texas Ltd PO Box GT 720 W Bay Rd Grand Cayman CJ 98-0403182	Investments	CJ	N/A	C				Yes
(5) Baylor Med Ctr at Grapevine Condo Owners Association Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2747555	Condo Association	TX	N/A	C				Yes
(6) BUMCRoberts Condominium Owners Association Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 75-2897806	Condo Association	TX	N/A	C				Yes
(7) Baylor All Saints Med Cntr at Ft Worth Condo Owners Association Inc 2001 Bryan Street Suite 2200 Dallas,TX75201 26-1661900	Condo Association	TX	Baylor All Saints Medical Center	C			100.000 %	Yes
(8) Baylor Quality Health Care Alliance LLC 2001 Bryan Street Suite 2200 Dallas,TX75201 45-4015863	ACO	TX	N/A	C	438,181	366,352	12.500 %	Yes

Schedule R (Form 990) 2012

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

Yes

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

Yes

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) Baylor Regional Medical Center at Plano	A	101,899	GAAP
(2) HealthTexas Provider Network	A	281,861	GAAP
(3) All Saints Health Foundation	C	3,222,002	GAAP
(4) Baylor Health Care System	M	49,713,823	GAAP
(5) Baylor Research Institute	L	124,819	GAAP
(6) Baylor University Medical Center	M	597,663	GAAP
(7) HealthTexas Provider Network	M	4,137,768	GAAP
(8) MEDCO Construction LLC	M	602,730	GAAP
(9) Baylor Health Care System	P	867,921	GAAP
(10) Baylor Health Care System	R	7,176,411	GAAP
(11) BIR JV LLP	M	5,020,508	GAAP
(12) Baylor Health Enterprises LP	M	167,752	GAAP
(13) All Saints Health Foundation	B	11,010,000	GAAP
(14) Baylor Regional Medical Center at Grapevine	M	132,192	GAAP
(15) Baylor Research Institute	B	351,554	GAAP
(16) BIR JV LLP	A	338,910	GAAP

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: Faith based acute care hospital providing exemplary patient care to the residents of Tarrant County and the surrounding communities for more than 100 years.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	5
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	4
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	2,275
6	Total number of volunteers (estimate if necessary) .............	6	130
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	101,482
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	34,396

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	1,537,283	3,254,827
9	Program service revenue (Part VIII, line 2g) .........	384,453,336	334,304,147
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	1,653,852	2,454,014
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	47,576	104,234
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	387,692,047	340,117,222
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	59,318	14,388,881
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	146,969,837	130,537,432
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	242,747,606	178,599,591
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	389,776,761	323,525,904
19	Revenue less expenses. Subtract line 18 from line 12.......	-2,084,714	16,591,318
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	307,431,868	288,824,126
21	Total liabilities (Part X, line 26).............	140,680,028	101,023,104
22	Net assets or fund balances. Subtract line 21 from line 20.....	166,751,840	187,801,022

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 291,185,338 including grants of $ 14,388,881 ) (Revenue $ 334,319,944 )
	See Schedule OBaylor All Saints Medical Center at Fort Worth (Baylor All Saints) is a faith-based, non-profit, acute care hospital providing exemplary patient care to the residents of Tarrant County and the surrounding communities for more than 100 years. Originally founded as All Saints Episcopal Hospital, Baylor All Saints Medical Center at Fort Worth is a comprehensive community medical center with 574 licensed beds located in the medical district of Fort Worth. Baylor All Saints is an affiliate of Baylor Health Care System (BHCS), a nationally acclaimed network of acute care hospitals and related health care entities providing quality patient care, medical education, medical research and other community services to the North Texas region. Baylor All Saints provides access to quality medical services including areas of excellence such as cardiology, neuroscience, transplantation, orthopedics, oncology, women's services, outpatient care, bariatrics and behavioral health. Baylor All Saints serves its patients through their primary care clinics, a rehabilitation and fitness center and a variety of specialty medical services. Some of these services are provided despite a financial loss to Baylor All Saints. During the fiscal year ended June 30, 2013, Baylor All Saints admitted 30,105 inpatients resulting in a total of 83,338 days of care, delivered 5,598 babies and had 40,816 emergency department visits. As part of its commitment to the community, Baylor All Saints has developed a comprehensive women's health program that includes the Paul and Judy Andrews Women's Hospital, specifically designed to offer the next generation of women's health care and includes a midwife center and primary care for normal maternity, newborn and gynecological care. The midwife center was created to extend services from all walks of life including family planning, well-woman gynecology, prescriptions, prenatal care, labor and delivery management, pain management, social services, postpartum and counseling in all areas of women's health maintenance. As part of its charitable mission, Baylor All Saints is committed to providing free and/or subsidized care to both financially and medically indigent patients in the community. During the year, Baylor All Saints reported community benefits (as reported to the Texas Department of State Health Services and in accordance with the State of Texas Statutory methodology) of $84,787,863. Baylor All Saints provided community benefits (as reported on the Internal Revenue Service Form 990, Schedule H) of $29,561,787 during the tax year. The Texas Annual Statement of Community Benefit Standard includes approximately $47,433,480 of unreimbursed cost of Medicare that is not included in the IRS Form 990, Schedule H.Baylor All Saints also provided nursing supervision for the training of future nurses in an effort to increase the supply of health care professionals nationwide. Assisting with the preparation of future nurses at entry and advanced levels of nursing is critical to establishing a workforce of qualified nurses. Baylor strengthened and increased the number of affiliations with schools of nursing through their work with five Tarrant County schools of nursing. During the fiscal year ended June 30, 2013, Baylor All Saints invested time and resources in the training of 380 nursing students at an unreimbursed cost of $822,195.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses291,185,338

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	2,729,431	2,651,672	855,078

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Susan Hall-Jones........................................................................ Director Acute Care	40.00 .......................	X		156,360	0	25,080
(19) Jason Whitfield........................................................................ Former Officer	0.00 .......................40.00		X	0	301,228	63,450

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d		3,254,827
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			3,254,827
			Business Code
2a	Patient Care Revenue		621990	326,574,597	326,574,597
b	EHR Incentive		900099	3,643,577	3,643,577
c	Cafeteria		722210	1,671,352			1,671,352
d	Rent		531120	1,541,394	1,541,394
e	Rehab & Fitness Center		713940	356,645	356,645
f	All other program service revenue .			516,582	141,321	101,482	273,779
g	Total. Add lines 2a–2f........			334,304,147
3	Investment income (including dividends, interest, and other similar amounts).......			717,381	15,797		701,584
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........			104,234			104,234
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	11,024,805	140,037
b	Less: cost or other basis and sales expenses	9,424,483	3,726
c	Gain or (loss)	1,600,322	136,311
d	Net gain or (loss)..........			1,736,633			1,736,633
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			340,117,222	332,273,331	101,482	4,487,582


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			13,898	1	13,402
2	Savings and temporary cash investments .........			11,558	2	11,088
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			28,535,543	4	36,229,413
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............			221,545	7	109,640
8	Inventories for sale or use ..............			7,332,831	8	7,221,061
9	Prepaid expenses and deferred charges ..........			4,598	9	423,223
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	375,923,739
b	Less: accumulated depreciation .....	10b	210,266,299	178,457,004	10c	165,657,440
11	Investments—publicly traded securities ..........			47,800,146	11	33,040,455
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 .....			2,210,110	13	2,210,110
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			42,844,635	15	43,908,294
16	Total assets. Add lines 1 through 15 (must equal line 34)......			307,431,868	16	288,824,126
17	Accounts payable and accrued expenses .........			28,221,455	17	19,725,717
18	Grants payable .................				18
19	Deferred revenue ................			169,504	19	52,275
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..				23
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			112,289,069	25	81,245,112
26	Total liabilities. Add lines 17 through 25.........			140,680,028	26	101,023,104
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			125,091,784	27	144,035,125
28	Temporarily restricted net assets ...........			21,028,208	28	21,638,325
29	Permanently restricted net assets ...........			20,631,848	29	22,127,572
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			166,751,840	33	187,801,022
34	Total liabilities and net assets/fund balances ........			307,431,868	34	288,824,126